BY VIRTUE OF A DEFAULT UNDER the Second Amended and Restated Credit Agreement dated as of April 12, 2018 (as amended, amended and restated, supplemented, waived, or otherwise modified from time to time, the “Credit Agreement”), entered into by and among Cornucopia Oil & Gas Company, LLC, a Delaware limited liability company (“Cornucopia”), Furie Operating Alaska, LLC, a Delaware limited liability company (“FOA”, and together with Cornucopia, the “Borrowers”, and each, a “Borrower”), the lenders party thereto, Energy Capital Partners Mezzanine Opportunities Fund A, LP, as administrative agent and collateral agent for the lenders (in such capacity, the “Secured Party”) and pursuant to (i) the Pledge and Security Agreement, dated as of July 15, 2014 (as amended, amended and restated, supplemented, waived, or otherwise modified from time to time) made by the Borrowers in favor of the Secured Party, (ii) the Pledge Agreement, dated as of July 15, 2014 (as amended, amended and restated, supplemented, waived, or otherwise modified from time to time) made by Deutsche Oel & Gas AG, a German corporation (“DOGAG”), in favor of the Secured Party, and (iii) the Pledge Agreement, dated as of October 20, 2014 (as amended, amended and restated, supplemented, waived, or otherwise modified from time to time) made by DOGAG in favor of the Secured Party;

NOTICE IS HEREBY GIVEN that the Secured Party, by Ronald M. Caspert, Licensed Auctioneer, DCA No. 0869125, will sell the collateral hereafter described at a Public Auction on May 10, 2019 (the “Auction Date”) to be held at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022.

    Said Public Auction will commence at 1:00 p.m. Eastern time, at which time 1,000 membership interest units issued by FOA, represented by Membership Interest Certificate No. 6, 100 membership interests units issued by Cornucopia, represented by Membership Interest Certificate No. 4, and 1,000 membership interest units issued by Corsair Oil & Gas LLC, a Delaware limited liability company, represented by Membership Interest Certificate No. 3 (collectively, the “Collateral”), shall be offered for sale and Secured Party shall enter into a memorandum of sale with the highest qualified bidder (the “Bidder”).  The sale will be consummated in accordance with the conditions set forth in the terms of sale, which are available upon request from the Secured Party, and such revisions thereto as may be announced at the start of the auction (the “Terms of Sale”).  Telephonic bidding will be permitted, and telephonic bidding details will be provided upon request.

    The Collateral may be inspected at the offices of Kirkland & Ellis LLP, 601 Lexington Avenue, New York, New York 10022 immediately prior to the Public Auction or, by appointment at Energy Capital Partners, 51 JFK Parkway, Suite 200, Short Hills, NJ 07078, in advance of the Public Auction.

    The Secured Party reserves the right to bid, to become purchaser at the sale and, without deposit, to credit against the purchase price any or all sums due to it under the Credit Agreement and to adjourn, delay or terminate the sale at any time.  The Secured Party reserves all of its rights against the Borrowers for any and all deficiencies on the indebtedness remaining due to the Secured Party after the Public Auction.

    The Collateral will be sold as a block and not be broken down.  The Secured Party has been advised that the Alaska Department of Natural Resources (“DNR”) must provide its approval with respect to a change of ownership of the Borrowers (such approval referred to herein as the “DNR Approval”).  Accordingly, the Bidder shall use its best efforts to obtain the DNR Approval within 30 days after the Auction Date (such date, the “Required DNR Approval Date”).  If, by such date, the Bidder has not obtained the DNR Approval, or otherwise confirmed in writing to the Secured Party that it will purchase the Units without obtaining such DNR Approval, by such date, the Secured Party reserves the right to cancel the sale to the Bidder.

    The Bidder will be required to represent that the Collateral is being acquired for the purchaser’s own account and not with a view to the sale or distribution thereof and that the Collateral will not be resold unless pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”) and any applicable state securities laws or under a valid exemption from the registration requirements of the Act and such laws. The Bidder will also be required to provide the Secured Party with an investment letter.  

Please direct all inquiries with respect to the Collateral to:
Energy Capital Partners Mezzanine Opportunities Fund A, LP
c/o Energy Capital Partners
1000 Louisiana Street, Suite 5200
Houston, TX 77002
Attn: Trent Kososki
Fax: (713) 496-3101
E-mail: tkososki@ecpartners.com

with a copy to:

Energy Capital Partners Mezzanine Opportunities Fund A, LP
c/o Energy Capital Partners
12680 High Bluff Drive, Suite 400
San Diego, CA 92130
Attn: Jennifer M. Gray
Fax: (858) 703-4401
E-mail: jgray@ecpartners.com

    Any interested bidder can obtain access to the data room containing further information with respect to the collateral and the Terms of Sale upon agreeing to a non-disclosure agreement to be provided by the Secured Party.